Tyler Technologies (TYL) CEO details major RSU grants and vesting

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tyler Technologies President and CEO H. Lynn Moore Jr. reported a series of equity compensation transactions dated March 1, 2026. He received new grants of performance-based restricted stock units and time-based restricted stock units, each convertible into common stock on a one-to-one basis under the company’s stock incentive plan.

Previously granted performance-based units tied to recurring revenue growth, operating margin, and non-GAAP earnings per share for periods ending December 31, 2025 vested and were settled in common stock at performance levels ranging from 100% to 150% of target. Earlier time-based restricted stock units from 2023–2025 also vested in scheduled installments.

Several exercises of stock units into common shares were accompanied by dispositions coded as tax-withholding transactions at $354.69 per share to cover exercise price or tax liabilities. After these transactions, Moore directly owned approximately 100,391 shares of Tyler Technologies common stock.

Insider Trade Summary

30,010 shares exercised/converted

Mixed 22 txns

Insider MOORE H LYNN JR

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Unit	10,153	$0.00	--
Exercise	Performance-Based Restricted Stock Unit	15,229	$0.00	--
Exercise	Performance-Based Restricted Stock Unit	2,283	$0.00	--
Exercise	Restricted Stock Unit	1,042	$0.00	--
Exercise	Restricted Stock Unit	756	$0.00	--
Exercise	Restricted Stock Unit	547	$0.00	--
Grant/Award	Performance-Based Restricted Stock Unit	10,572	$0.00	--
Grant/Award	Performance-Based Restricted Stock Unit	10,572	$0.00	--
Grant/Award	Performance-Based Restricted Stock Unit	1,903	$0.00	--
Grant/Award	Restricted Stock Unit	3,524	$0.00	--
Exercise	Common Stock	10,153	$0.00	--
Tax Withholding	Common Stock	3,995.206	$354.69	$1.42M
Exercise	Common Stock	15,229	$0.00	--
Tax Withholding	Common Stock	5,912.26	$354.69	$2.10M
Exercise	Common Stock	2,283	$0.00	--
Tax Withholding	Common Stock	563.353	$354.69	$200K
Exercise	Common Stock	1,042	$0.00	--
Tax Withholding	Common Stock	410.027	$354.69	$145K
Exercise	Common Stock	756	$0.00	--
Tax Withholding	Common Stock	297.487	$354.69	$106K
Exercise	Common Stock	547	$0.00	--
Tax Withholding	Common Stock	215.245	$354.69	$76K

Holdings After Transaction: Performance-Based Restricted Stock Unit — 0 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Stock — 91,928.417 shares (Direct)

Footnotes (1)

Performance-based restricted stock units convert into common stock on a one-to-one basis. Restricted stock units convert into common stock on a one-to-one basis. On March 1, 2023, the reporting person was granted performance-based restricted stock units based upon cumulative recurring revenue growth over the three-year performance period ending December 31, 2025 and continued employment through March 1, 2026. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 100% of target performance. On March 1, 2023, the reporting person was granted performance-based restricted stock units based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 150% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance). On March 1, 2025, the reporting person was granted performance-based restricted stock units based upon non-GAAP earnings per share for the one-year period ending December 31, 2025. The number of vested units settled by the issuer in issuer common stock on March 1, 2026 reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance). On March 1, 2023, the reporting person was granted 3,124 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's Amended and Restated 2018 Stock Incentive Plan. On March 1, 2024, the reporting person was granted 2,268 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's Amended and Restated 2018 Stock Incentive Plan. On March 1, 2025, the reporting person was granted 1,643 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's Amended and Restated 2018 Stock Incentive Plan. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock. Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative non-GAAP adjusted recurring revenue growth over the three-year performance period ending December 31, 2028 and continued employment through March 1, 2029. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded. Vesting is subject to the issuer's achievement of long-term performance goals based upon non-GAAP net operating margin for the year ending December 31, 2028 and continued employment through March 1, 2029. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded. Vesting is subject to the issuer's achievement of short-term performance goals based upon non-GAAP earnings per share for the one-year performance period ending December 31, 2026. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2027. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded. Each restricted stock unit represents a contingent right to receive one share of issuer common stock. The restricted stock units vest in equal installments on each of the first, second, and third anniversaries of the date of grant and will be settled by the issuer on such dates, subject to the terms and conditions of the issuer's Amended and Restated 2018 Stock Incentive Plan.

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Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 01:44 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MOORE H LYNN JR

(Last)

(First)

(Middle)

5101 TENNYSON PARKWAY

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		M		10,153	A	⁽¹⁾	91,928.4172	D
Common Stock	03/01/2026		F		3,995.206	D	$354.69	87,933.2112	D
Common Stock	03/01/2026		M		15,229	A	⁽¹⁾	103,162.2112	D
Common Stock	03/01/2026		F		5,912.26	D	$354.69	97,249.9512	D
Common Stock	03/01/2026		M		2,283	A	⁽¹⁾	99,532.9512	D
Common Stock	03/01/2026		F		563.3528	D	$354.69	98,969.5984	D
Common Stock	03/01/2026		M		1,042	A	⁽²⁾	100,011.5984	D
Common Stock	03/01/2026		F		410.027	D	$354.69	99,601.5714	D
Common Stock	03/01/2026		M		756	A	⁽²⁾	100,357.5714	D
Common Stock	03/01/2026		F		297.487	D	$354.69	100,060.0844	D
Common Stock	03/01/2026		M		547	A	⁽²⁾	100,607.0844	D
Common Stock	03/01/2026		F		215.245	D	$354.69	100,391.8394	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Unit	⁽¹⁾	03/01/2026		M			10,153	⁽³⁾	⁽³⁾	Common Stock	10,153	$0	0	D
Performance-Based Restricted Stock Unit	⁽¹⁾	03/01/2026		M			15,229	⁽⁴⁾	⁽⁴⁾	Common Stock	15,229	$0	0	D
Performance-Based Restricted Stock Unit	⁽¹⁾	03/01/2026		M			2,283	⁽⁵⁾	⁽⁵⁾	Common Stock	2,283	$0	0	D
Restricted Stock Unit	⁽²⁾	03/01/2026		M			1,042	⁽⁶⁾	⁽⁶⁾	Common Stock	1,042	$0	0	D
Restricted Stock Unit	⁽²⁾	03/01/2026		M			756	⁽⁷⁾	⁽⁷⁾	Common Stock	756	$0	756	D
Restricted Stock Unit	⁽²⁾	03/01/2026		M			547	⁽⁸⁾	⁽⁸⁾	Common Stock	547	$0	1,096	D
Performance-Based Restricted Stock Unit	⁽⁹⁾	03/01/2026		A		10,572		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,572	$0	10,572	D
Performance-Based Restricted Stock Unit	⁽⁹⁾	03/01/2026		A		10,572		⁽¹¹⁾	⁽¹¹⁾	Common Stock	10,572	$0	10,572	D
Performance-Based Restricted Stock Unit	⁽⁹⁾	03/01/2026		A		1,903		⁽¹²⁾	⁽¹²⁾	Common Stock	1,903	$0	1,903	D
Restricted Stock Unit	⁽¹³⁾	03/01/2026		A		3,524		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	3,524	$0	3,524	D

Explanation of Responses:

1. Performance-based restricted stock units convert into common stock on a one-to-one basis.

2. Restricted stock units convert into common stock on a one-to-one basis.

3. On March 1, 2023, the reporting person was granted performance-based restricted stock units based upon cumulative recurring revenue growth over the three-year performance period ending December 31, 2025 and continued employment through March 1, 2026. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 100% of target performance.

4. On March 1, 2023, the reporting person was granted performance-based restricted stock units based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 150% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).

5. On March 1, 2025, the reporting person was granted performance-based restricted stock units based upon non-GAAP earnings per share for the one-year period ending December 31, 2025. The number of vested units settled by the issuer in issuer common stock on March 1, 2026 reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).

6. On March 1, 2023, the reporting person was granted 3,124 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's Amended and Restated 2018 Stock Incentive Plan.

7. On March 1, 2024, the reporting person was granted 2,268 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's Amended and Restated 2018 Stock Incentive Plan.

8. On March 1, 2025, the reporting person was granted 1,643 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's Amended and Restated 2018 Stock Incentive Plan.

9. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.

10. Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative non-GAAP adjusted recurring revenue growth over the three-year performance period ending December 31, 2028 and continued employment through March 1, 2029. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.

11. Vesting is subject to the issuer's achievement of long-term performance goals based upon non-GAAP net operating margin for the year ending December 31, 2028 and continued employment through March 1, 2029. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.

12. Vesting is subject to the issuer's achievement of short-term performance goals based upon non-GAAP earnings per share for the one-year performance period ending December 31, 2026. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2027. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.

13. Each restricted stock unit represents a contingent right to receive one share of issuer common stock.

14. The restricted stock units vest in equal installments on each of the first, second, and third anniversaries of the date of grant and will be settled by the issuer on such dates, subject to the terms and conditions of the issuer's Amended and Restated 2018 Stock Incentive Plan.

	Randall G. Ray, attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Tyler Technologies (TYL) CEO report on March 1, 2026?

On March 1, 2026, Tyler Technologies CEO H. Lynn Moore Jr. reported multiple equity compensation transactions, including grants, vesting, and exercises of restricted stock units, plus related tax-withholding share dispositions, all involving company equity awards rather than open-market purchases or sales of common stock.

What types of stock awards did the Tyler Technologies (TYL) CEO receive?

The CEO received performance-based restricted stock units and time-based restricted stock units. Each unit represents a contingent right to receive one share of Tyler Technologies common stock, subject to vesting conditions described in the company’s Amended and Restated 2018 Stock Incentive Plan and related performance criteria.

What performance goals affect the Tyler Technologies (TYL) performance-based RSUs?

The performance-based restricted stock units are tied to non-GAAP adjusted recurring revenue growth, non-GAAP net operating margin, and non-GAAP earnings per share over specified periods. Actual vesting can range from 0% to 150% of the units awarded, depending on performance during each defined measurement period.

How were some of the Tyler Technologies (TYL) CEO’s RSUs settled in 2026?

Performance-based RSUs granted in 2023 and 2025 vested based on results through December 31, 2025 and continued employment through March 1, 2026. They were settled by issuing Tyler Technologies common stock, reflecting actual performance equal to between 100% and 150% of target award levels.

Why did the Tyler Technologies (TYL) CEO dispose of some common shares in this Form 4?

Dispositions were coded as tax-withholding transactions, where shares of common stock were delivered to cover exercise prices or tax liabilities. These entries used a price of $354.69 per share and are distinct from discretionary open-market sales of Tyler Technologies stock.

How many Tyler Technologies (TYL) shares did the CEO own after these transactions?

After the reported March 1, 2026 transactions, H. Lynn Moore Jr. directly held approximately 100,391.8394 shares of Tyler Technologies common stock, reflecting the net result of vested and exercised equity awards and the shares withheld for associated tax obligations.

How do time-based RSUs for Tyler Technologies (TYL) CEO vest under the plan?

Time-based restricted stock units granted in 2023, 2024, and 2025 were structured to vest in equal installments on each of the first, second, and third anniversaries of the grant date, subject to continued employment and the terms of Tyler Technologies’ Amended and Restated 2018 Stock Incentive Plan.